Exhibit 10.1 - Consulting Agreement between IEMI and International Consulting
Management Group, Inc.
CONSULTANT AGREEMENT
This Agreement is entered into as of the 21st day of June 2001, by and
between International Environmental Management, Inc, a Nevada corporation
(hereinafter the "Company"), and International Capital Management Group, Inc.
(hereinafter "Consultant") under the following terms and conditions:
RECITALS:
WHEREAS, it in the best interest of the Company to employ the services
of Consultant upon the terms and conditions hereinafter set forth; and;
WHEREAS, it is the desire of Consultant to be employed upon the terms
and conditions hereinafter set forth; and;
WHEREAS, the Company requires the services of the Consultant to advise
the Company with respect to public relations for the Company and potential
mergers and acquisitions the Company may engage in; and
WHEREAS, through inadvertence only, adequate compensation for the
Consultant's services had not previously been provided for.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
1. COMPENSATION
1.1 As full compensation for the services previously rendered by the
Consultant, the Consultant agrees to accept and the Company agrees to compensate
the Consultant by issuing and delivering to consultant 250,000 unrestricted
shares of the Company's common stock to be issued under a Form S-8 Registration
to be undertaken by the Company as soon as practicable.
1.2 As Compensation for services to be rendered by the Consultant on
behalf of the Company, the Company shall issue an additional 750,000 shares of
unrestricted common stock of the Company to be issued to the Consultant
according to the following schedule: 250,000 shares on June 30, 2001; 250,000
shares on July 30, 2001; and 250,000 shares on August 30, 2001. There shares
shall be registered under a Form S-8 registration statement along with the
above-mentioned shares.
1.3 Compensation shall not be subject to withholding or other taxes as
they shall be the responsibility of the Consultant.
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2. SERVICES
2.1 Consultant agrees to provide to the Company the following services
on behalf of the Company:
(1) Assist the Company in evaluating potential merger and acquisition
candidates;
(2) Assist the Company in performing due diligence for potential
mergers and acquisitions candidates;
(3) Assist the Company in structuring potential mergers and
acquisitions
(4) Retain a public relations firm for the Company.
2.2 All out of pocket expenses incurred by the Consultant on behalf of
the Company and evidenced by receipt and pre-approved by the Company, shall be
the responsibility of the Company.
3. TERM
This agreement shall expire February 28, 2002.
4. THE COMPANY'S AUTHORITY
Consultant agrees to observe and comply with the reasonable rules and
regulations of the Company as adopted by the Company's Board of Directors either
orally or in writing respecting performance of its duties and to carry out and
perform orders, directions and policies stated by the Board of Directors, from
time to time, either orally or in writing.
5. NOTICES
All notices, requests, demands and other communications provided for by
this Agreement shall be in writing and (unless otherwise specifically provided
herein) shall be deemed to have been give at the time when mailed in ay general
or branch United State Post Office, enclosed in a registered or certified
postpaid envelope, addressed to the parties state below or to such changed
address as such party may have fixed by notice:
TO THE COMPANY: International Environmental Management, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxxxxx, President
CONSULTANT: International Capital Management Group, Inc.
0000 Xxxxxxxxx 00xx Xxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxx
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6. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the
laws of the State of Florida.
7. BINDING NATURE
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective representatives, heirs, successors and
assigns.
8. CORPORATE APPROVALS
The Company represents and warrants that the execution of this
Agreement by its respective corporate officers named below has been duly
authorized by the Board of Directors of the Company, is not in conflict with any
Bylaw or other agreement and will be a binding obligation of the Company
enforceable in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date above written.
"THE COMPANY"
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
By: /S/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx - President
"THE CONSULTANT"
INTERNATIONAL MANAGEMENT GROUP, INC.
By: /S/ XXXX XXXXXX
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Xxxx Xxxxxx, President
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